CERTIFICATE OF FORMATION
OF
INTERACTIVE VOICE MEDIA PENNSYLVANIA LLC
(Under Section 18-201 of the Delaware Limited Liability Company Act)
1. The name of the limited liability company is: INTERACTIVE VOICE MEDIA
PENNSYLVANIA L.L.C.
2. The address of its registered office in the State of Delaware is 1013
Centre Road, Wilmington, County of New Castle, Delaware 19805. The name of its
registered agent at such address is Corporation Service Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of INTERACTIVE VOICE MEDIA PENNSYLVANIA LLC this 3rd day of July,
1998.
/s/ Candace Lynn Bell
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Candace Lynn Bell, Authorized Person
CERTIFICATE OF MERGER
of
INTERACTIVE MEDIA (PA) CORP.,
a Pennsylvania corporation;
INTERACTIVE VOICE MEDIA (PA) CORP.,
a Pennsylvania corporation;
into
INTERACTIVE VOICE MEDIA PENNSYLVANIA LLC,
a Delaware Limited Liability Company,
authorized to do business in Pennsylvania
(pursuant to Sections 18-209 of the Delaware Limited Liability Company Act)
The undersigned does hereby certify as follows:
1. The name and jurisdiction of formation or organization of the domestic
limited liability company and the other business entities to the merger are as
follows:
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Name Form of Entity Jurisdiction of
Formation or
Organization
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Interactive Media (PA) Corp., Corporation Pennsylvania
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Interactive Voice Media (PA) Corp. Corporation Pennsylvania
- --------------------------------------------------------------------------------
Interactive Voice Media Pennsylvania LLC limited liability Delaware
company
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2. An agreement of merger has been approved, adopted, certified, executed
and acknowledged by the domestic limited liability company and each other
business entity in accordance with Section 18-209(c)(2) of the Delaware Limited
Liability Company Act.
3. The name of the surviving domestic limited liability company is
Interactive Voice Media Pennsylvania LLC (the "Surviving Entity").
4. The effective date of the merger shall be July 31, 1998 at 5:00pm
Eastern Standard Time.
5. The executed agreement of merger is on file at the principal place of
business of the Surviving Entity and the address of the principal place of
business of the Surviving Entity is One Penn Centre, 1617 JFK Boulevard, Suite
805, Philadelphia, Pennsylvania 19103.
6. A copy of the agreement of merger will be furnished by the Surviving
Entity, on request and without cost, to any shareholder of Interactive Media
(PA) Corp., and Interactive Voice Media (PA) Corp.; or any member of the
Surviving Entity.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Certificate
of Merger this 30th day of July, 1998.
Interactive Voice Media Pennsylvania LLC,
a Delaware Limited Liability Company
(Limited Liability Company Seal)
By: /s/ Nicholas Paine
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Nicholas Paine, Chief Executive Officer
and Manager
Attest:
/s/ Ron Duke
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Ron Duke, Secretary